Terms of Service & EPC Contract
Governing Engineering, Procurement & Construction (EPC), hardware purchases, site risk allocations, and payment reconciliation across Nigeria.
1. Agreement to Terms & Parties
These Terms of Service constitute a legally binding agreement between you (the "Client" or "Purchaser") and Gilead Energy Solutions (subsidiary of Sanniphil Company Limited, RC: 1248902).
By confirming a Bill of Materials (BOM) quote, booking a site inspection, issuing an official Purchase Order (PO), or signing a Turnkey Solar Contract, the Client explicitly agrees to these terms.
2. Scope of EPC Delivery & Quality Assurance
Gilead undertakes to deliver end-to-end engineering, procurement, electrical installation, and commissioning as outlined in the formal Proposal and Single Line Diagram (SLD):
- Tier-1 Hardware Sourcing: All equipment (Deye inverters, Huawei FusionSolar, Felicity LiFePO4 batteries, TOPCon solar modules) are 100% brand new, authentic, and sourced directly from authorized OEM assembly channels with traceable serial numbers.
- Balance of System (BOS): Installations incorporate flame-retardant DC/AC solar cables, dedicated DC Miniature Circuit Breakers (MCB), Type-II Surge Protective Devices (SPD), Class-A grounding rods, and industrial trunking.
- Testing & Commissioning: Prior to handover, engineers conduct Open Circuit Voltage (Voc) checks, Short Circuit Current (Isc) audits, inverter synchronization tests, and live phase-rotation balancing.
3. Site Access & Client Obligations
To ensure safe and uninterrupted execution of works, the Client agrees to:
- Provide unhindered physical access to roofs, electrical distribution boards (DB), generator changeover switches, and battery installation rooms during agreed installation hours.
- Ensure roof trusses, concrete decking, or structural purlins are free from structural rot, severe corrosion, or hazardous defects before panel mounting.
- Designate a primary site contact authorized to sign official Equipment Dispatch Waybills and the Project Handover Certificate.
4. Pricing, VAT & Payment Schedules
Turnkey Direct Purchase Milestone Schedule:
- 70% Mobilization Deposit: Upon signing quotation to lock hardware inventory and dispatch logistics.
- 20% Upon Delivery & Physical Mount: When panels, inverters, and battery banks arrive securely on-site.
- 10% Final Retainage: Following successful 24-hour test-run, SCADA telemetry linkup, and Handover sign-off.
All formal commercial invoices include 7.5% Value Added Tax (VAT) in accordance with Nigerian tax statutory requirements. Quotation prices are valid for fourteen (14) calendar days from issuance due to foreign exchange (FX) market volatility.
5. Solar Financing & Third-Party Financing Protocol
Where the Client utilizes Flexible Solar Financing or commercial financial facilities:
- The Client enters into a direct loan agreement with the underwriting financial institution for monthly repayments spanning 12 to 60 months.
- Gilead remains solely responsible for engineering quality, hardware warranties, and SLA maintenance. Loan servicing and credit scoring reside with the financing partner.
- Default in monthly loan repayments may result in remote SCADA inverter lockouts by the financing partner until outstanding installments are regularized.
6. Limitation of Liability & Force Majeure
Neither party shall be held liable for delays or non-performance caused by acts of God, extreme lightning strikes exceeding Type-II SPD ratings, regional utility grid voltage surges (> 480V phase-to-phase), civil unrest, or statutory port customs delays beyond reasonable control.
7. Dispute Resolution & Governing Jurisdiction
These Terms are governed by and construed in accordance with the laws of the Federal Republic of Nigeria. Any dispute arising out of or in connection with this agreement shall first be referred to amicable technical mediation in Lagos, Nigeria.